Purchase Agreement

STOCKIAS legal agreement

The following is a legal agreement between you and STOCKIAS ("STOCKIAS.COM”). Please read this agreement carefully before downloading any STOCKIAS Stock Files ("Stock Files”). As used in this agreement, Stock Files means, any moving images, animations, films, videos or other audio/visual representations, excluding still images, recorded in any format that are controlled by or obtained, directly or indirectly, from STOCKIAS. By downloading any Stock Files, you agree to be bound by the terms of this agreement.

You further agree that STOCKIAS may change, alter, amend or replace all or any part of this Agreement at any time, and that such changes, alterations, amendments or replacements shall be effective as of the time of posting. STOCKIAS provide notice on the Web Site of any material changes made to this Agreement and your continued use of the Web Site after the time of posting of such notice will constitute evidence of your acceptance of the changed, altered, amended or replaced Agreement. You further agree to regularly review this Agreement for such changes, alterations, amendments or replacements. If you do not agree with the changed, altered, amended or replaced Agreement, do not use or access the STOCKIAS web site or information, material, products or services provided therein.

The License

1. This is a license, not a sale. STOCKIAS continues to own all Stock Files. Subject to your acceptance of the terms of this Agreement, STOCKIAS hereby grants to you a limited non-exclusive, revocable, non-transferable, worldwide right to use the Stock Files as follows:

2. The Stock Files and any derivative work incorporating the Footage, may not, in whole or in part, be used, sold, sublicensed, reproduced, distributed, displayed, incorporated into or otherwise made available as screensavers, templates, standalone backgrounds, stock elements, effects imagery elements or downloadable files. You may not post any Stock Files on any electronic bulletin board, put it on-line in a downloadable form or otherwise make it available via FTP, IRC, peer-to-peer file sharing services or the like. The Stock Files and any derivative work containing the Stock Files may not, in whole or in part, be included in any other clip media/stock product, library, collection, or set of clips for distribution or resale. These restrictions apply even if the Stock Files has been significantly altered. If Stock Files is used in a project that will be reproduced, sold or distributed (e.g., DVDs, home videos, music videos, training videos, etc.) the Stock Files may not comprise more than fifty percent (50%) of the length of the finished work, even if the Stock Files is layered with other graphics, nor may the primary value of the work into which the Stock Files is incorporated come from the Stock Files.

3. You agree to take all reasonable steps to prevent any third party from duplicating or distributing any of the Stock Files included in your finished work. You may not resell, redistribute or transfer the Stock Files or any portion of the Stock Files except as specifically provided herein.

4. You may not share any Stock Files by providing access to the Stock Files on shared disk drives, computer networks, intranets of any nature or otherwise.

5. You may not use any Stock Files (in whole or in part) as a trademark, logo or an element thereof.

6. You may not produce or otherwise create for resale or distribution, printed reproductions of any portion of the Stock Files on canvas, paper or any other medium.

7. You may not use automated programs, applets, bots etc., to download Stock Files.

8. You may not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account.

Copyright

9. STOCKIAS, its licensors and contributors retain all right, title, and interest in and to the Stock Files not expressly granted by the License Grant above. Such rights are protected by the United States and International Copyright laws and international treaty provisions. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this Agreement.

Fees and Payments

10. In exchange for your usage of STOCKIAS’S Stock Files as provided hereunder, you must have a registered STOCKIAS.COM account at the time of downloading. This license applies to all Stock Files you downloaded during your subscription

and remains in effect even after you cancel your account. (You may continue to use the Stock Files you downloaded even after account cancellation, as described in this Agreement.). You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Stock Files, pursuant to this Agreement.

Limitation of Warranties and Liability

11.STOCKIAS operates as an exchange of content between producers of Stock Files and those who wish to use such Stock Files. STOCKIAS makes no representation or warranty with respect to any Stock Files or the use of names, trademarks, logos, registered or copyrighted designs or works of art depicted in any Stock Files, and you must satisfy yourself that all necessary rights, model releases, consents or permissions as

may be required for your intended usage are secured. All STOCKIAS’S Stock Files are provided "as is.” STOCKIAS makes no representation or warranty either express or implied including but not limited to any implied warranties of merchantability, fitness for any particular use, quality of image, non - infringement, or compatibility with any computer hardware or other equipment, operating system or

software program. STOCKIAS nor any of its directors, officers, employees, subsidiaries, affiliates, or agents shall be liable for any damages, whether direct, incidental, or consequential, or other damages arising out of the use of, or the inability to use, the Stock Files. You acknowledge that STOCKIAS has no obligation to review, monitor or screen Stock Files, although STOCKIAS reserves the right in its sole discretion to do so, and STOCKIAS does not approve, endorse or make any representations or warranties with respect to Stock Files. STOCKIAS does not warrant the accuracy of any categorization, keyword, caption or title of the Stock Files or the metadata that may be provided therewith. ANY STOCK FILES DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SITE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SITE OR THE SERVICES, OR

ANY OTHER LOSS THAT RESULTS FROM ACCESSING OR DOWNLOADING SUCH CONTENT.

Indemnity and Release

12. You will indemnify and hold STOCKIAS, and its subsidiaries, affiliates, officers, directors, agents, partners and employees (collectively, the "STOCKIASParties”), harmless from any claim or demand, including reasonable attorney’s fees, arising out of your use of Stock Files. You hereby release the STOCKIAS Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage that is either directly or indirectly related to or arises from any Stock Files or use thereof.

Limitation of Liability

13. IN NO EVENT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE,

SHALL ANY STOCKIAS PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM THE STOCK FILES, WHETHER OR NOT STOCKIAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL STOCKIAS BE LIABLE TO YOU IN THE AGGREGATE FOR MORE THAN THE AMOUNT RECEIVED BY STOCKIAS AS A RESULT OF YOUR USE OF THE SITE IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT A CLAIM.

Termination

14. This Agreement will commence on the date when you first download any Stock File and will

remain in effect as long as you maintain any Stock File or Derivative Work in your possession. The license

contained in this Agreement will terminate automatically without notice from STOCKIAS if you fail to comply with any provision of the Agreement or the Terms of Use. If you want to terminate this Agreement, you may do so at any time by notifying us and destroying all Stock Files in your possession. Your indemnity and payment obligations and STOCKIAS’S rights in conjunction with those obligations shall survive any termination or expiration of this Agreement, as well as STOCKIAS’S limitation on liability. The provisions of this paragraph are in addition to any other remedies and rights STOCKIAS may have as a result of any breach of this Agreement. Neither party will be entitled to damages as a result of termination

of this Agreement as provided herein. Upon termination, you must immediately (i) cease using the Stock Files for any purpose; (ii) destroy or delete all copies and archives of the Stock Files or accompanying materials; and (iii) if requested, confirm to STOCKIAS in writing that you have complied with these requirements, provided, however, that such requirements in (i), (ii) and (iii) shall not affect or limit your use of any existing Derivative Works containing Stock Files.

Upon notice from STOCKIAS, or upon your knowledge that any Stock File is subject to a threatened, potential or actual claim of infringement of another's right for which STOCKIAS may be liable, you must immediately and at your own expense (i) stop using the Stock File; (ii) delete or remove the Stock File from your premises, computer systems and storage (electronic or physical); and (iii) ensure that your clients, printers or ISPs do likewise. STOCKIAS will provide you with replacement Stock Files (which shall be determined by STOCKIAS in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

15.YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF STOCKIAS AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND STOCKIAS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND STOCKIAS RELATING TO THE SUBJECT OF THIS AGREEMENT.